Code of Business Conduct

Immediate Media Company Limited (“Immediate”) is committed to the highest standards of ethics, honesty, openness and accountability. It is crucial that we take all necessary steps to protect the reputation of Immediate and the value of our brand. As an organisation, Immediate takes a zero-tolerance approach to any form of corruption: in the course of our business activities we do not endorse any form of fraud or corruption either by our own staff or those acting on our behalf.

Immediate fully endorses all applicable anti-bribery legislation (including the UK’s Bribery Act 2010). We provide bribery awareness training to employees and have developed proportionate procedures across all our areas of operations to ensure that bribery and corruption risks are minimised and eliminated.

This commitment is reflected in the key principles of our Anti Fraud and Corruption Code of Conduct below, which we expect all our staff and those acting on our behalf to understand and comply with:

Always:

1. Ensure all the third parties that you deal with are aware of and acknowledge Immediate’s zero tolerance to fraud and corruption (and are aware of applicable anti-bribery laws – such as the Bribery Act 2010) before you enter into a new relationship with them.

2. Carry out appropriate due diligence on third parties before you enter into a deal or relationship.

3. Be alert to close relationships between parties in the supply chain (e.g. agent / distributor) or with government officials.

4. Seek a breakdown of all fees/costs upfront and question anything which appears unusual.

5. Ensure any hospitality you offer, or hospitality offered to you, is moderate, reasonable and appropriate and serves a legitimate business purpose. Ask yourself: would the hospitality place you in a conflict of interest (actual or perceived) if business was subsequently placed with yourself or a third party?

6. Be on the alert for suppliers with poor ethical standards. This may not only breach Immediate’s ethical policy, but such suppliers are more likely to be involved in fraudulent activity and/or counterfeiting of products.

7. Maintain complete and accurate books and records of account recording all business transactions and dealings entered into for or on behalf of or conducted in connection with Immediate’s business.

Never:

8. Accept or offer a bribe. Immediate operates a zero tolerance towards bribery anywhere in the world, regardless of what may be an accepted local practice. You should also never make a facilitation payment to a foreign public official (e.g. to expedite the provision of services). Remember: when acting on behalf of Immediate, do not enter into any arrangement or engage in any conduct (including fraud, corruption, dishonesty or illegal activity) which places Immediate or Immediate at risk of infringing applicable anti-bribery legislation.

9. Accept or offer any personal favours. ‘Soft money’ activities (including perks such as free trips, school placements or internships) may be seen as an inducement to enter or renew a contract.

10. Make a payment to a government official unless it is in accordance with the law. Always seek verification from Immediate’s Legal team that the payment is legitimate.

11. Do deals with any third party who could bring Immediate into disrepute. Immediate’s reputation could be damaged if we are associated with unsuitable business partners.

12. Allow agents to circumvent this Code of Conduct or contravene any applicable anti-bribery laws. (For the avoidance of doubt, where agents are engaged to carry out legitimate services for or on behalf of Immediate, the third party shall ensure that the remuneration of such agents shall not exceed the normal and reasonable commercial rates for such services and shall be fully and properly accounted for).

13. Make any charitable donations in the name of Immediate except where they are to our approved charities and made with the written approval of a Financial Director or the CFO.

Remember, never turn a blind eye to fraud or corruption. If you have any suspicions or concerns then you should raise them immediately. As part of our zero-tolerance approach towards fraud and corruption, Immediate Media Company Limited will report any suspected instances of fraud or corruption to the relevant civil or criminal authorities.

If you have any questions about this policy or your responsibilities in your dealings with Immediate, please contact Immediate’s legal team.